
ATTENTION:  THIS IS A LICENSE, NOT A SALE.  THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING LICENSE THAT DEFINES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.  IF YOU OBTAINED THIS SOFTWARE IN THE UNITED STATES, "ENTRUST TECHNOLOGIES" SHALL MEAN ENTRUST TECHNOLOGIES INC.  IF YOU OBTAINED THIS SOFTWARE OUTSIDE OF THE UNITED STATES, "ENTRUST TECHNOLOGIES" SHALL MEAN ENTRUST TECHNOLOGIES LIMITED.  "AFFILIATES" OF ENTRUST TECHNOLOGIES SHALL MEAN ALL CORPORATIONS CONTROLLED BY ENTRUST TECHNOLOGIES INC.

 Entrust/Direct (TM)
Client Software License

IMPORTANT:  BEFORE DOWNLOADING, INSTALLING, OR USING THIS SOFTWARE, PLEASE CAREFULLY READ THIS LICENSE WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE SOFTWARE.  IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, PLEASE DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE AND PROMPTLY (I) RETURN OR DESTROY THE SOFTWARE, OR, (II) IF YOU PAID A LICENSE FEE FOR THE SOFTWARE, RETURN THE SOFTWARE TO ENTRUST TECHNOLOGIES OR THE DISTRIBUTOR FROM WHOM YOU RECEIVED THE SOFTWARE FOR A REFUND.  IF YOU DOWNLOAD, INSTALL, OR USE THE SOFTWARE, YOU WILL BE ACCEPTING THIS LICENSE, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THIS SOFTWARE IS ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.  IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS LICENSE IS DULY AUTHORIZED TO ACCEPT THIS LICENSE ON SUCH ENTITIES' BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS LICENSE AND PERFORM ITS OBLIGATIONS HEREUNDER.

1.  Definitions:  In this License:

"Application" means a single binary software product from a single vendor (either Entrust Technologies or a third party) used by an individual or device that performs a single function such as word processing or electronic mail.  For greater certainty, a utility or multi-function program shall be considered to consist of multiple Applications;

"License" means this Entrust/Direct (TM) Client Software License;

"Software" means the Entrust/Direct client binary software program packaged with this License or in which this License is embedded, and which software program includes the storage media containing the software program, and any printed, online, or electronic documentation or release notes;

"User License" means a right to use an electronic identity issued by an Entrust/Authority software program;

"You" or "Your" means both the individual or individuals obtaining or installing the Software and any entity on whose behalf such individual or individuals are acting.  "You" includes any entity that by majority voting interest controls, is controlled by, or is under common control with You.

2.  Grant of License:  Subject to the terms and conditions of this License, Entrust Technologies grants to You a non-exclusive, non-transferable license for the internal use of the number of copies of the Software licensed hereunder to exploit a User Identity that has been allocated to You.  You may install and use the number of copies of the Software specified in the order document (company purchase order, invoice, or charge card receipt) for the Software.  If the number of copies is not specified, the number of copies shall be one (1).  You may also make one (1) additional copy of the Software for archival purposes only.  Any copies shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You.  No other rights in the Software are granted to You.

3.  Restrictions:  You shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Software except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary.  You shall not distribute, lease, rent, grant a security interest in, assign, or otherwise transfer the Software.  You shall not modify or create any derivatives of the Software or merge all or any part of the Software with another program.  You shall not assign more than one (1) individual or entity to use each User License that is recognized by the Software.  You acknowledge that the Software contains confidential information and know-how and You shall not use such confidential information or know-how except to the extent necessary to exercise the rights granted to You under Section 2 of this License.  You further agree not to disclose, transfer or otherwise provide to any third party any portion of the Software or confidential information or know-how, except as explicitly permitted herein.  Any third-party software or content included with or as a part of the Software may be used only with the Software unless otherwise authorized in writing by Entrust Technologies.  You will not be able to utilize the full functionality of the Software unless You have purchased or have been allocated a User License.  If You obtain a User License that (i) has been bundled together with a specific item of Software, or (ii) is authorized for use with a specific number of Applications, in the case of a single Application, referred to as a Single Application Bundle (SAB), such User License shall be restricted for use only with the Software with which such User License was bundled or with the number of Applications for which such User License was authorized.  Some versions of the Software which have been designated as localized or country-specific may nonetheless contain certain components and/or interfaces that are in the English language only.

4.  Limited Warranties:  Entrust Technologies warrants that the Software will perform substantially in accordance with its accompanying documentation for a period of thirty (30) days from the date You acquired a license to use the Software.  Entrust Technologies does not, however, warrant that the Software will be free of all defects, errors, or inaccuracies.  Entrust Technologies does not warrant that the Software will meet Your requirements.  Entrust Technologies warrants that the Software will perform date and time dependent operations in accordance with its user documentation without any material errors.  Entrust Technologies shall not be responsible for any defects, errors, or inaccuracies in the Software that result from the provision to the Software of inaccurate, incompatible, or incorrect time or date data by other programs, the operating system, firmware, or hardware.  This year 2000 warranty shall terminate ninety (90) days after the date You acquired a license to use the Software.  If the Software does not perform in accordance with the warranties set forth in this Section 4, Your exclusive remedy, upon presentation of Your receipt of purchase of this License, shall be, at Entrust Technologies' sole option, to (i) return the price paid for the Software, or (ii) repair or replace the Software.

5.  DISCLAIMER OF WARRANTIES:  EXCEPT FOR THE EXPLICIT WARRANTIES PROVIDED IN SECTION 4, THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND. WITHOUT LIMITATION, ENTRUST TECHNOLOGIES AND ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS LICENSE, THE ENTIRE RISK OF THE USE OF THE SOFTWARE SHALL BE BORNE BY YOU. 

6.  LIMITATION OF LIABILITY:  NEITHER ENTRUST TECHNOLOGIES NOR ANY OF ITS AFFILIATES, LICENSORS, SUBCONTRACTORS OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS LICENSE, RELATED TO THE SOFTWARE, OR RELATED TO ANY SERVICES PROVIDED TO YOU BY ENTRUST TECHNOLOGIES (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS) IN RELATION TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF ENTRUST TECHNOLOGIES (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.  ENTRUST TECHNOLOGIES (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS) SHALL NOT BE RESPONSIBLE FOR CLAIMS BY A THIRD PARTY.  THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS LICENSE.  YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, NEITHER ENTRUST TECHNOLOGIES NOR ANY OF ITS LICENSORS WOULD GRANT THE RIGHTS GRANTED IN THIS LICENSE.

7.  Term:  This License shall continue for as long as You use the Software, however, it will terminate, without notice from Entrust Technologies, if You fail to comply with any of its terms or conditions.  You must, upon termination, destroy all copies of the Software.  You may terminate this License by destroying all copies of the Software under Your control and notifying Entrust Technologies of such destruction.  In addition to this Section, the Sections entitled Definitions, Limited Warranties, Disclaimer of Warranties, Limitation of Liability, Title, High-Risk Activities, Third-Party Beneficiaries, and Miscellaneous shall continue in force even after any termination of this License.

8.  Support and Updates:  This License does not grant You the right to any updates or enhancements of the Software or the right to receive any support in respect to the Software.  Such updates and other support services, if available, may be purchased separately from Entrust Technologies in accordance with the Entrust Technologies support program.  The purchase of support and the receipt of updates and enhancements shall not increase the number of authorized copies or users of the Software.  Use of such updates or enhancements shall be governed by the terms and conditions of this License.

9.  Title:  All right, title, and interest (including all intellectual property rights) in, to, and under the Software (including all copies thereof) shall remain with Entrust Technologies and its licensors.

10.  High-Risk Activities:  The Software is not fault-tolerant and is not designed, manufactured or intended for use in or in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, or direct life support machines.  Entrust Technologies, its Affiliates, licensors, subcontractors and distributors specifically disclaim any express or implied representations, warranties or conditions for such uses.

11.  U.S. Government End-Users:  The Software is a "commercial item" as that term is defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined in FAR 12.212, and is provided to the U.S. Government only as a commercial end item.  Government end users acquire the rights set out in this License for the Software consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202.  Use of this Software and related documentation is further restricted by the terms and conditions of this License.

12.  Export Restrictions:  The Software and related information is subject to export and import restrictions.  By downloading, installing, or using the Software, You are representing and warranting that You are not located in, under the control of, or a national or resident of any country to which the export of the Software or related information would be prohibited by the laws of the United States or Canada.  You shall comply with the export laws and regulations of the United States and Canada that are applicable to the Software and related information and You shall comply with any local laws in Your jurisdiction that may impact Your right to export, import, or use the Software or related information, and You represent and warrant that You have complied with any such applicable laws or regulations.  The Software shall not be used for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.  You shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Software or related information.

13.  Intellectual Property:  Entrust is a trademark or a registered trademark of Entrust Technologies in certain countries.  All Entrust product names and logos are trademarks or registered trademarks of Entrust Technologies in certain countries.  All other company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries.  The Software is covered by the following U.S. Patents:5,968,177, 5,850,443, 5,949,883, 5,511,123, 5,699,431 and other patents pending.

14. Third-Party Beneficiaries:  You are notified that there may be third-party beneficiaries to this License.  To the extent that this License contains provisions that relate to (i) the use by You of certain Software in which such third parties have an interest, or (ii) services provided by Affiliates, licensors, subcontractors, and distributors of Entrust Technologies; such provisions are made expressly for the benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in addition to being enforceable by Entrust Technologies.

15. Miscellaneous:  This License is the entire agreement between You and Entrust Technologies in respect to the Software, superseding any other agreement or discussions, oral or written, and may not be changed except by a written license agreement.  The terms and conditions of this License shall prevail over any quotes, orders, purchase orders, acknowledgements, or other communications between the parties in relation to the Software and the Software shall be deemed to be delivered pursuant to the terms and conditions of this License unless You have executed a written license agreement with Entrust Technologies or a distributor of Entrust Technologies, in which case the Software shall be deemed to have been delivered pursuant to the terms and conditions of such written license agreement.  You may not assign this License whether voluntarily, by operation of law, or otherwise without Entrust Technologies' prior written consent.  Entrust Technologies may assign this License at any time without notice.  The failure of a party to claim a breach of any term of this License shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.  If any provision of this License is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this License and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances.  If You obtained the Software in the United States, this License shall be governed by the laws of the State of California.  If You obtained the Software outside of the United States, this License shall be governed by the laws of the Province of Ontario, Canada.  No choice of laws rules of any jurisdiction shall apply to this License.  If You obtained the Software in the United States, You consent and agree that the courts of the State of California, in Santa Clara, California, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this License, and You consent to the jurisdiction of such courts for any such action or proceeding.  If You obtained the Software outside of the United States, You consent and agree that the courts of the Province of Ontario, in Ottawa, Canada, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this License, and You consent to the jurisdiction of such courts for any such action or proceeding.  You waive all rights that You may have or that may hereafter arise to contest such exclusive jurisdiction of such courts.  The parties waive any right to a jury trial with respect to any action brought in connection with this License.  The application of the United Nations Convention on Contracts for the International Sale of Goods to this License is expressly excluded.

March 15, 2001
